Defenders of Earth: March of the Steel Men
by Darth Brando
Summary: Arc 2 of Defenders. Night after night, the homeless of Tokyo seem to vanish. Mysterious figures, said to resemble knights in armor, are reported in various areas. Who are these mysterious figures? And what's their relation to the disappearance of the homeless? Stick around, and I'll show you!
1. Chapter 1

The silver ship lurked on the far side of the moon. The only indication that it wasn't drifting was the glow of the thrusters as the pilot adjusted the ship's position.

Inside the ship was as silent as the outside. The atmosphere had only enough oxygen for sound to travel through the ship and enough heat to keep the various parts from freezing.

None of the crew of 536 needed either. They had not needed it since their conversion. They had all been human or various hominids at one point. They each had a different home world and culture. They spoke different languages. They had their own ideas, prejudices, ideas, hopes and dreams.

Until their homes had been invaded and they had been captured. Some went willingly. Regardless, their ends were the same. They had all become Cybermen. Stripped of emotion and individuality, they were all made exactly alike. Everything they had been was lost. They felt nothing. Not joy, nor sadness. No anger or fear.

They would have looked at home in a jousting tournament. Their heads looked like helmets with expressionless steel faces with dark grids for eyes and an unmovable slit filled with blue lights and sensors for a mouth. Their bodies were shells of thick, steel armor plates. The only breaks where in areas where the Cybermen could bend. These gaps were protected by a chainmail like material.

All of them, except one, were identical in every way. The one that was different had black trimming around its face, and the clear bubble of a forehead, revealing the transplanted brain, suspended in chemicals that kept it functioning.

One of the other Cybermen turned towards the black trimmed one. "Cyberleader," the plain Cyberman droned. "Conversion chambers are ready. A city has been selected for upgrading."

The Cyberleader turned to face the speaker. "Begin descent to the planet," it said in the same mechanical monotone. "Initiate phase one."

* * *

**3 Weeks Later: Sanya (The Poor District): Tokyo, Japan**

The streets were drenched with freezing rain. The many homeless in the district huddled wherever they could to find warmth or a dry spot. Under awnings, in alleys, even under already soaked blankets and cardboard boxes.

Most of them took no notice of the three pure black trucks that slowly rumbled by. They would have been almost invisible in the darkness of night had it not been for the few streetlights that threw off a sickly yellow glow.

The trucks came to a halt in the middle of the street. As there was almost no traffic, it made no difference to the few passing motorists. But the homeless took note. Things that stood out often boded ill for them.

As they watched, the backs of the trucks' trailers opened, bathing the street in silvery light. People wearing strange, blinking earpieces stepped out of the cabs before quickly pulling down ramps that led into the trailers. Once that was done, an elderly gentleman walked to the middle of the street, seemingly oblivious to the rain that soaked him. He stretched out his arms, as if he could embrace the entire district.

"People of the street!" He said in a deep resonant voice. "We have brought you food and shelter! Please, come and make yourselves warm and full! There is enough food for all!"

The assembled vagabonds made no move towards the trucks. After a moment of this, the man repeated himself. This time, a few of the homeless stepped forward and let themselves be ushered into the waiting trucks. After a few minutes, they left the trucks with steaming bowls of soup and thick coats wrapped around them.

When the others saw this, there was a mad dash to the trucks. After a few minutes of chaos, the attendants organized the homeless into three groups, which were then herded aboard the trailers and crammed inside until every homeless person on the block was contained in one of the trailers. At some unspoken command, the attendants shut the trailer doors and pulled up the ramps.

The attendants silently re-entered the truck cabs. Once the doors were all shut, the trucks drove away with their human cargo, leaving a near-empty street behind them.


	2. Chapter 2

The class fell silent as the man walked into the classroom. He glanced around at them with a grin as he adjusted his bow-tie. "Good morning," he said cheerfully. "Miss Haruna had to call in sick today, so I was asked to be a substitute. Let's get to it, shall we?"

The substitute turned to the blackboard. As he lifted his hand to start writing, a boy walked in through the door.

The boy's blond hair shimmered like gold in the sunlight that streamed in through the window. His brown eyes glittered with intelligence as he glanced around the room. His mouth turned up in a half-smile as he took in the class.

Near the back of the room, Mina felt as if her heart were flipping in her chest.

"Wow..." Lita sighed next to her. "What a hunk..."

"Hello," the boy said in a warm, light, resonant tone.

The substitute turned. "Hello," he replied. He looked somewhat baffled by the boy's appearance. "Can I help you?"

"I just transferred to this school," the boy replied.

"Oh, a new student," the substitute said jovially. "What's your name?"

"I'm William," the boy replied.

The class greeted him with various levels of enthusiasm. Only Anastasia, sitting in the back, didn't reply as she examined the newcomer.

"I'm just a substitute, so for the moment," the substitute glanced over the seating chart. "Why don't you take a seat next to... erm... her." He gestured to the empty seat next to Mina.

William's brown eyes locked on Mina's blue ones. Her heart fluttered wildly, like a butterfly caught in a tornado, as she blushed. She was aware that she turned a slight shade of pink, but refused to break eye contact. William confidently navigated his way to the seat next to Mina. He sat before glancing at her.

"Hi," he said with a grin that would not have been out of place on a movie star. He reached out a hand.

Mina fumbled with her words as she reached out to take the proffered hand. "Hi," she managed to get out. "I-I'm Mina."

Where their hands touched, she felt as if little bolts of lightning were coursing from. "It's nice to meet you," William said charmingly.

"I-It's nice to meet you too," Mina stammered. Silently she cursed herself for being so awkward.

Lita, of course, was quick to introduce herself as well, almost bowling over Mina to shake William's hand. "Hi, I'm Lita," she said smiling. "It's really nice to meet you."

Behind Lita, Charlotte looked bemused. "Is it normal to be so eager to introduce oneself?" She murmured to Serena and Ami.

"This may be something to explain at lunch," Ami replied softly. "I would rather not miss the lecture."

The substitute interrupted before anyone else could speak. "Right then," he said cheerfully. he glanced at the manual. "So, Physics. Physics, eh? Physics!" He paused for a moment as he glanced around the room. "I hope you're all getting this all down."

Mina didn't pay attention to the rest of the morning. She was too focused on William. She knew the material she was supposed to be learning was important, but she couldn't tear her attention away from him. As if he were a massive magnet and she was but a paper clip.

Occasionally, he would stop writing to glance at Mina. Every time, she blushed and looked at the mostly blank page in front of her.

When they were released for lunch, Mina hesitated as her friends started heading out.

"Are you coming, Mina?" Serena asked, glancing back.

"Go ahead without me," Mina replied, trying hard not to look at William. "I'll meet you at the usual spot."

Her friends left. Mina glanced at William who was still carefully organizing his things. She felt suddenly foolish, knowing she wanted to speak, but unsure of what to say. Embarrassed, she shoved her things in her bag and stumbled across the room. Before she could make it out, she tripped on a desk and crashed to the floor.

As she started to get up, she saw a pair of feet stop in front of her. She looked up to see William standing above her. He knelt down, extending a hand to her. Flushing with even more embarrassment, she reached up to take his hand. In one easy, fluid motion, he pulled her to her feet.

"Thanks," she murmured, unable to look him in the eye.

"You're welcome, Mina," he replied gently. "Are you alright?"

Her heart fluttered as he said her name. "Fine, I'm fine," she stuttered. Desperately she tried to think of something funny to say. But all she could think of was how close he was and that he still held her hand.

William rubbed the back of his neck. "Look, erm," he looked embarrassed. "I know I'm new and you don't know me very well but," he hesitated, as if searching for the words. "Well, what I meant was, erm, well," He paused again as if unsure of what to say next.

Mina's pulse quickened as she waited for his next words, all too aware of the faint spring-like scent that seemed to waft from him.

"Would you mind showing me around?"

Mina stared at him for a moment. "What?" She asked, dazed.

"Well, I was just wondering if you wouldn't mind showing me around. You know, since I'm new and all."

Mina hid her sinking disappointment well. Some part of her had desperately hoped he was going to ask her out. Which she knew was foolish. He was new and needed help. _Besides_, she told herself, _he probably has a girlfriend already_.

Mina swallowed to clear the bitter taste in her mouth before answering cheerfully. "Of course I don't mind," she said with a smile. "Come on, I can introduce you to my friends.

* * *

"... I introduced myself because he's a hunk," Lita said to Charlotte. "And you have to introduce yourself to the attractive guys before someone else can take them."

"Hunk of what?" Charlotte asked blankly. "And where are the attractive males taken?"

Lita huffed in mild irritation. "It's just an expression that means he's supposed to be really handsome."

"Like Darien," Serena interjected through a mouthful of food. "Though Darien is way better looking."

"Not really," Lita replied. "Darien is nice and all, but this William is a real dreamboat."

Charlotte looked befuddled. "Dreamboat? Your use of adjectives for this individual are quite variable and seemingly arbitrary."

"Char, if you want to blend in, you need to talk more normally," Ami gently chided.

"Sorry," Charlotte said, looking mildly embarrassed. "What I mean is, I don't understand what a dreamboat is, nor why you describe him in so many ways."

"It means he's so attractive that it must be a dream," Lita replied with a huff of irritation. "You know how sometimes something seems too good to be true? It's like a dream... except it's real."

"Ah," Charlotte replied. "So he is so attractive that he seems surreal."

"Exactly!" Lita replied.

"So this, William is considered the most attractive male of your species?"

"That would be Darien," Serena replied while chewing furiously. "Sure, the new guy is cute, but he's no Darien."

"What?" Lita replied indignantly. "Are you serious? Darien couldn't hold a torch to this guy!"

Ami sighed in irritation. "Here we go again."

Charlotte watched, fascinated, as Serena and Lita argued. "Is this normal behavior?"

"Unfortunately," Ami replied.

Charlotte folded her arms. "I take it attractive is a matter of opinion?"

Ami nodded. "Everyone looks for something different in a person. Some people go purely on looks. Others try to find someone with similar interests."

Charlotte frowned. "If they're looking for different things, why do they compare?"

"There isn't really a reason for it," Ami said thoughtfully. "They just do."

"Darien is the most handsome man in the world!" Serena snapped.

"He is not!" Lita yelled back.

"Well, I know how we can solve this once and for all," Serena said smugly. She reached over and grabbed the passing Anastasia by the arm, then pulled her into the group.

"Ana, who's more attractive, Darien or William?" Serena demanded.

Anastasia looked uncomfortable, but was saved from answering as Mina and William approached.

"So, Lita, he is what you consider attractive?" Charlotte said somewhat loudly as she examined William.

Lita blushed with embarrassment as she clamped her hand over Charlotte's mouth. "Put a lid on it will ya?" Lita hissed.

Charlotte squawked indignantly as she struggled with Lita. "Alright, alright, I'm sorry! This topic is clearly a source of anxiety for you."

Ami and Serena ignored Lita and Charlotte as Mina and William joined the group.

"William, these are my friends" Mina said, gesturing to her friends as she spoke. "Serena, Ami, you met Lita and that's her, um," she fumbled with the unfamiliarity for a moment. "Cousin Charlotte. "

William smiled at the group. "It's nice to meet you," he said cheerfully. He spotted the chess pattern on Ami's bag. "You're a chess player?" He asked.

"Ami is one of the best chess players in Tokyo," Serena announced.

"I wouldn't say that," Ami replied, looking embarrassed.

"We'll have to play sometime," William said. "I used to play in tournaments at my old school."

"What else did you do at your old school?" Mina asked.

"Well..." William said, rubbing the back of his neck. "I took a couple cooking classes, French, photography and I spent more time than I should have playing video games at the arcade. But I stopped playing those to spend time volunteering at the local soup kitchen."

"That is an impressive list of abilities," Charlotte replied.

"You gave up video games to help other people?" Serena asked incredulously.

William nodded. "Yeah. My dad took me to Sanya one day after I wasted almost an entire Saturday at the arcade. What I saw... well, it changed my life. From that day on, I decided to dedicate more of my time to helping those in need."

"Wow..." Lita sighed as her eyes took on a distant, dreamy look. "You're amazing..."

William looked uncomfortable as he responded. "Um... thanks."

The bell rang and the students started trudging back into the building. While the others went ahead, Mina and William lingered behind. "I really like your friends," he said as Mina led him back to the classroom. "They seem really nice."

"They're great," Mina said. They walked in silence for a minute before Mina spoke again. "So, when and where do you volunteer?" she asked shyly. "I want to help."

"You want to help?" William repeated. Mina only nodded in response.

William graced Mina with his movie-star smile. "That's fantastic!" He pulled a sheet of notebook paper and a pen from his bag. He scribbled something on it before passing it to Mina. "Here's the address. If you want, I can meet you at the entrance right after school and we can head over together."

Mina's smiled back as her heart did flips. "Great!"

"Great," William replied. The smile slightly fell from his face. He seemed nervous as he added. "And if you want... maybe..." he swallowed. "We could go to dinner after?"

Mina felt as if her heart froze in her chest. Time seemed suspended as his words ran through her mind. As if in a dream and lacking control over herself, she felt herself nod and speak. "I would like that. But would you mind if we made it a double date with Serena and her boyfriend?"

William smiled brightly again. "Not at all! Are they coming to volunteer with us too?"

"Just dinner," Mina replied, biting her lip.

"Great! I'll meet you at the entrance when school is over. Wait, I already said that." William laughed nervously. "Sorry."

"It's fine," Mina said, blushing again. As they took their seats in the classroom, the only thing Mina could focus on was the clock as it slowly ticked away.

For her, school couldn't end soon enough.


	3. Chapter 3

The final bell finally rang.

As the class filed out the doors, Mina stopped Serena before she left.

"What's up Mina?" Serena asked.

Mina looked embarrassed and pleased when she responded. "William asked me out."

"That's great!" Serena chirped happily.

"I was wondering if you and Darien wanted to do dinner with us," Mina continued. "Tonight?"

"Sure!" Serena replied.

The two of them quickly made plans. Satisfied everything was in order, they went their separate ways. Serena to find Darien and Mina to the school entrance.

William was already waiting for her, surrounded by a group of girls. He pushed his way through them when he saw her. "Hey Mina," he said, gracing her once again with his movie star smile. "Ready to go?"

Her heart fluttered wildly in her chest again. "Hi William," she responded. "Ready when you are."

Together, the two of them walked down the street. Lita groaned in exasperation as she watched the retreating figures. "Typical."

"What's typical?" Charlotte asked as she adjusted her bag.

Lita sighed. "Mina gets the cute guys before I do."

"Perhaps you aren't considered ideal?" Charlotte offered. "It could be your aggressive personality."

"What?!" Lita bellowed. She brought her fist up. "I'll show you ideal, you ungrateful heap of scrap!"

Charlotte raised her hands in a defensive manner. "I'm just offering my assessment based on my observations."

"Unless you can it, you'll get to assess what it's like to take a lightning bolt to the face!" Lita growled.

"Go easy on her Lita," Ami said. "She's only trying to help."

Charlotte nodded. "I'm sorry if I offend you, Lita. I am nothing but grateful that you took me in. You're a great person and anyone who does not consider you ideal is foolish."

Somewhat mollified, Lita lowered her fist. "I know you mean well." she admitted. "But sometimes you don't have to tell people everything. When I finally meet someone, I want him to accept me the way I am."

Charlotte consider this for a minute while Ami piqued up. "She's right. Sometimes people have to figure things out for themselves too." She glanced between Charlotte and Lita. "Since it's just the three of us, I suggest we head to my place and study for the physics test."

"Fine, but we have one condition," Lita said.

* * *

Mina glanced around the nearly staffless soup kitchen. "You don't have many people here."

William shook his head, sadly. "Not many people want to volunteer."

A large woman poked her head out of the kitchen. She pointed her ladle at William. "Mind helping me get this soup out?"

William stepped into the kitchen, leaving Mina alone with the few vagabonds that had gathered. She didn't pay much attention to them, until one, a haggard old woman, grabbed her arm.

"Are you with that boy?" The woman hissed. Her dirty pink hat wobbled violently on her head. The wild strands of grey hair and her wide, buldging eyes made her look insane.

The woman didn't give Mina a chance to respond before she continued. "He's dangerous. He showed up here a few days ago. Same time as those trucks did!"

"What trucks?" Mina asked, trying to dislodge her arm from the woman's tight grip.

The woman leaned in closer. "Them trucks that took the others away. Black as night they was. Some man got off 'em an' said they'd give us food an' such. Didn' believe 'em at firs'. 'Course it was worth try. Got this fine coat an' a warm bowl o' stew. But when the others went, the attendants, they locked 'em all inside and drove off! Like a government conspiracy!"

Mina managed to loosen the woman's grip a bit. "What does it have to do with William?"

"The trucks, they didn't show up until the same day as he did!" the woman grumbled. "Whatever happened to the others, he is involved!" She relinquished her hold on Mina's arm as William stepped out of the kitchen.

William hefted the large soup pot onto a short platform. "Right then," he said. "Who's hungry?"

The next few hours flew by. Mina and William talked and laughed as she passed out bread and he ladled the soup. She tried as best as she could to shrug off what the woman in the pink hat had said. William seemed too warm and caring to be dangerous.

Her experiences with the various enemies her and the other scouts had faced led her to be more cautious. Sometimes, the nicest people had been the ones behind the trouble. Nothing about William seemed dangerous though. I'm just overreacting. Mina thought.

The woman with the ladle came out to refill the soup after a couple hours. She frowned as she looked around the half-full room. "Lot of people missing tonight," she said, placing her hands on her hips.

"What do you mean?" William asked.

The woman frowned. "Normally this place is so packed, people have to stand and eat. And the line is usually still out the door."

"Really?" Mina asked. She glanced at the doors. No one was in sight. "We haven't served anyone for twenty minutes or so."

William seemed unconcerned. "Maybe they found somewhere else?"

"Doubtful," the woman replied.

Mina frowned. "Have you seen any black trucks around?"

William turned to her. His expression flickered, but Mina couldn't tell what expression it was. "Black trucks?"

Mina nodded. "Some woman said that a couple black trucks showed up and took people away."

William smiled slightly. "Don't take everything they say seriously. They like to joke with the staff."

The woman with the ladle frowned. "I have noticed some black trucks recently. Showed up about a few days ago. About the same time as people stopped showing up."

"I'm sure the two aren't related," William replied evenly, as he poured some soup for a man that came up for seconds.

"Well, at any rate, I don't think we need you two anymore," the woman said. She placed one hand on her hip while waving her ladle between Mina and William. "You two kids run along. Your shift is over and I'm sure you've got homework or something to do."

Mina and William passed their aprons to the woman. "See you tomorrow," William said.

They met Serena and Darien at the restaurant. After introducing William and Darien, the four stepped inside and found an open booth.

As they started to seat themselves, Mina caught a glimpse of familiar brown hair across the restaurant. "Excuse me," she said, not looking away from the hair.

"Of course," William said.

Mina stood and marched over to where she saw the hair. "Lita," she grumbled when she got close enough to the booth. "You're not spying on my date, are you?"

Lita laughed nervously. "Of course not! We're here to, um,"

"They were showing me what a restaurant is," Charlotte finished a little too quickly. "I was curious and wished to observe one."

Mina rounded on Ami. "And what are you doing here?"

Ami looked embarrassed as she put down her book. "Char and Lita talked me into coming. Char promised she would replay all the relevant lectures to help me study. But only if I came."

Mina turned to Rei. "Don't look at me," Rei said before Mina could speak. "Grandpa is sick and I'm supposed to be finding someone to sell the charms. These three dragged me here because they were curious about your new boyfriend."

"So you are spying on me!" Mina said, indignantly.

"We're just looking out for you," Lita replied, unable to look into Mina's eyes.

"I can look after myself just fine, thanks," Mina retorted as she stormed back to her table. _Just wait until I get my hands on Serena_. she thought. _Why can't she keep a secret?_

When she returned to the table, she found Serena digging into the appetizer while Darien and William chatted aimlessly.

"I can't believe you told the others," Mina grumbled as she sat next to Serena.

"Sorry," Serena mumbled through a mouthful of appetizer. "I just thought they'd want to know. I didn't realize they'd come."

"Who?" William asked, looking confused.

Mina gestured to her friends. "My friends. They decided to spy on me."

William laughed. "They're probably just worried about you."

A commotion on the other side of the restaurant drew their attention. "Whadda you mean you don't have any money?!" A waiter shouted at a customer.

Serena leaned back to get a better look. "Isn't that Ana?" she asked.

Darien nodded. "I think so." He stood up and approached the waiter. "What's the problem?" he asked coolly.

The waiter rounded on Darien. "The problem? She ordered one of everything on the menu, ate it all and has no way to pay for it!" he said, gesturing to the empty dishes all around Anastasia. She only regarded the waiter emotionlessly.

Darien looked baffled for a moment. "She ate _everything_ on the menu?"

The waiter held up Anastasia's bill in answer. Darien stared at it for a minute. He glanced to Anastasia, then back to the bill. "You really need a job," he said as he turned to walk away.

Serena was standing behind him. "You can't just abandon her Darien!" she exclaimed. "She's a friend!"

Anastasia blinked in surprise at Serena's response. She quickly regained her distant, cool expression.

Darien put up his hands in a defensive gesture. "Alright, alright. But she has to pay me back. And for that she needs a job."

"I'm looking for someone to sell charms at the shrine," Rei offered. "Since Grandpa is sick."

Anastasia regarded Rei for a moment._ A perfect opportunity to keep an eye on them_, Anastasia thought. "Thank you," she replied.

"You start tomorrow, right after school," Rei said, turning back to her food. "Don't be late."

With everything settled, Darien and Serena returned to their booth. Darien glanced at the vacant spot where William had been. "Where's William?" he asked as he sat down.

Serena pointed out the window. "Is that him? Next to that black truck?"

Mina spun around to see William talking to the driver of the truck. The driver said something and William nodded before coming back inside and returning to his seat.

The homeless woman's words flashed inside Mina's mind. _The trucks, they didn't show up until the same day as he did! Whatever happened to the others, he is involved!_

Mina shook the thought away. _Coincidence_, she thought.

Darien gestured to the truck as it drove away. "You know that guy?"

William nodded. "He's my friend." He glanced at the menu. "Let's get some food. I'm famished."


	4. Chapter 4

The next two weeks went by in a blur for Mina. Her days were spent at school, her afternoons at various soup kitchens with William and her evenings with her friends. For once in her life, everything seemed almost perfect.

Only one thing marred it. Mina couldn't quite shake what the old woman had told her about the trucks. So every afternoon, she would casually ask the staff and the homeless in the soup kitchens. The story was always the same: Black trucks came at night. The homeless were offered food, shelter and, sometimes, work. Once they relented, they were loaded into the trucks and never seen again.

"Maybe they found a place for them to move to," Rei said dismissively after Mina had mentioned her concern to her friends. "Besides, I would have had a vision if something was wrong."

Lita put a hand on Mina's shoulder. "You're just overthinking it," Lita said. "because you care."

Ami looked up from the math book she and Charlotte were going through. "I'm sure it's fine," Ami said cheerfully. "There are plenty of places they could have gone. Besides, someone would notice if people were vanishing."

Luna didn't even bother lifting her head when she added "Artemis and I will look into it, but I seriously doubt anything sinister is going on."

That night, after they were done studying, Mina bade her friends goodnight before heading to the Sanya district. She found a small park, full of the homeless, clambered up a tree and settled in to wait for the mysterious trucks to appear.

She didn't need to wait long.

Within an hour, three solid black trucks pulled up. Several people stepped out of each. Mina observed silently from her perch, making sure to note as many details as possible. Most notably, were the vacant expressions and the earpieces with blinking blue lights.

An elderly man stepped into the center of the park. "People of the street," he said in a deep, booming voice. "We have come to offer you food and shelter. Please, step onto the trucks and we will take you to the shelter and food."

After a moment of hesitation, the vagabonds began shoving their way onto the trucks. The people with the blinking earpieces quickly organized the homeless. Within minutes, the entire park was emptied and the trucks were driving away.

Mina gracefully leaped out of the tree and tried following the trucks. They were too fast and she was quickly left behind. The roar of a motorcycle engine made her turn around. The rider stopped next to her and flipped up the visor. Darien's puzzled eyes met Mina's.

"What are you doing here Mina?" Darien asked.

Mina quickly explained what had happened and her suspicions that something was going on.

Darien tossed her a helmet. "Hop on then," he said.

Mina crammed her head into the pink helmet, clearly meant for Serena, before hoping on behind Darien. She wrapped her arms tightly around him to keep from falling off as he sped off after the trucks.

They followed the trucks block after block. Yet, no matter how fast Darien drove, the trucks always stayed the same distance ahead. Finally, they turned into a fenced lot. Within moments, Darien drove in after them.

Only to find an empty lot.

Mina ripped off the helmet as she hopped of Darien's bike. She made a circuit of the lot once, checking to make sure there wasn't another way out. Darien did the same.

"Nothing," Mina spat as she kicked at the dirt.

Darien frowned. "Same." He turned to glance at the full moon as it rose. "Perhaps we only thought we saw the trucks come in here. It could have been a shadow or trick of the light. They were a ways ahead of us."

Mina frowned as she made another circuit of the lot. "Maybe. But I have a feeling about this."

"Sleep on it," Darien suggested. "Maybe the answer will come to you tomorrow. Come on, I'll take you home."

Mina replaced her helmet before hopping back on the bike. Darien turned the bike around before driving off.

The Cyberman and the Cyber-leader watched silently from their position behind the fake wall. "The humans have become suspicious," the Cyber-leader droned. "Probability of discovery has increased beyond acceptable parameters. Initiate phase two."

* * *

"I'm so happy it's Friday!" Serena squealed as the final bell rang.

Lita tossed her bag over her shoulder. "So what's the plan?" she asked.

Serena smiled. "We're taking Char to the arcade so she can learn about one of the greatest inventions humans have ever made. Then Darien is meeting us for pizza and a movie at Rei's. Mina, you can invite William."

Mina quickly packed her bag. "I'll find him and ask," she replied.

It didn't take her long to find him. As usual, he was waiting for her underneath the tree by the entrance. He smiled as she approached. He waved casually with one hand, while keeping the other behind his back.

As always, her heart fluttered when he smiled. It was such a warm, honest smile it was impossible for her to not smile back.

"Hey Mina," he said warmly.

"Hi William," she replied.

He hesitated for a moment as his face furrowed in concentration. He quickly resumed his smile as he moved the hand behind his back into sight. In it was a bouquet of roses. Mina gasped at the sight of them. Hesitantly, her arms reached up to take the proffered gift. She took a whiff of the flowers before holding them close. William pulled two tickets from out of his pocket.

Mina's eyes widened as she read the name on the tickets. "How did you get those?" she demanded. "They've been sold out for months!"

William smiled. "My uncle is their stage manager. When I heard they were your favorite band, I asked for a pair." his smile faded slightly. "Unfortunately, they're for the very back. I hope you don't mind."

In response, Mina hugged William tightly. He seem surprised for a moment but quickly returned the hug. For a brief moment, she let the perfection of the moment wash over her. "Thank you," Mina said happily before reluctantly stepping back.

"You're welcome," William replied.

"I'll meet you here in two hours and we'll walk over," Mina said.

As Mina made her way home, she let her friends know about her change in plans.

"You aren't missing much," Serena groaned. "Char is further in the Sailor V game than any of us have ever gotten. It's humiliating… being beaten by a droid."

"When we get a chance, I'll show her how the real Sailor V does it," Mina grumbled, irritated that a droid could do better than her. "At any rate, I should be heading out."

"Have fun," Serena said, waving farewell.

Mina delicately placed the bouquet of roses on her dresser before she turned her attention to picking an outfit.

She held one up for Artemis' approval. "What do you think?"

Artemis regarded the outfit for a moment. "I'm sure you'll look lovely in whatever you pick." he replied.

Mina laughed. "Thanks Artemis, but you're too sweet." She put the outfit down and picked up another. "How about this?"

Artemis sighed internally. _All I wanted was to take a nap_, he thought glumly. He humored his young charge and friend anyway. She genuinely valued his input and opinion and it was something he treasured. He stretched and yawned before sitting on his haunches. "I think that shirt would work best with the blue shorts and the matching sandals."

Mina assembled the suggested outfit. After a moment of contemplation, she stepped into the closet to change. She stepped back out and struck a ridiculous pose. "How do I look?"

Artemis chuckled as his tail swished back and forth. "You look lovely, as always." He said.

Mina laughed as she scooped Artemis up in a hug. "Thanks Artemis," she said.

"Careful there," Artemis purred as Mina scratched him below the chin. "It wouldn't do to get cat hair all over your outfit."

Mina put Artemis down. "I'll see you later," she said as she left.

Artemis considered following her for a moment, but discarded the idea. She wouldn't appreciate it, might even kick him out of the bed. He yawned again as he glanced at the clock. "Naptime," he grumbled as he curled up on Mina's bed.

* * *

William was already waiting for her at the school. He proffered an arm to her. She quickly slipped her arm through his. The two of them made their way to the building where the concert was.

Shortly after, they were sitting at the very back in chairs that seemed like they had been put in as an afterthought. It was cramped, hot and uncomfortable, but Mina didn't care. She was having the night of her life.

Halfway through, as one of the band members started to speak about how much he loved Tokyo, a harsh mechanical clanging started. The audience waited in excitement for something to happen while the band members looked confused as the sound grew louder.

The doors around the auditorium burst open, revealing giant men, all in identical silver armor. Mina craned her neck to get a better look at the one nearest her. "What's with the robots?" she asked.

William shrugged. "No idea. My uncle didn't say anything about robots."

The speakers squealed before an emotionless drone boomed over them. "The humans will submit for upgrading." The silver men marched in perfect unison as they filed down the empty rows. "Resistance is futile. We will remove your pain, your fear, your suffering, your sadness. You will be superior. Submit."

The silver men began seizing members of the audience. Mina watched as one woman tried shoving a silver man's hand away. In response, there was a burst of electricity from the silver man's hand. The woman that tried resisting screamed before her lifeless body fell to the ground.

Mina gasped. _I need to transform_, she thought. There weren't many places for her to transform without being noticed. The lights that were flashing coupled with everyone's focus on the silver men gave her something, at least.

Reluctantly, she ducked away from William and behind a pillar. She contacted her friends before she transformed, willing the process to go faster.

Once in her senshi uniform, she stepped out. She glanced over to where William stood, He looked confused as the silver men ignored him. Unable to ponder it, she clambered up to a better vantage point on the sound booth in the back. Sure she wasn't going to fall off, she addressed the silver men with far more confidence than she felt. "Listen up, you metal morons!" she shouted.

Most of the silver men ignored her as they began dragging members of the audience out the doors. The few closest to her turned their expressionless faces towards her. One of them stepped forward. "Sensors detect non-terrestrial technology," it said in a drone. "You will identify."

"I'm Sailor Venus, the champion of love and justice!" she exclaimed. The silver men continued to regard her without any indication that they cared about anything she said. "Release these people, or in the name of Venus, I shall punish you!"

The silver man remained motionless as it responded. "Cybermen do not take orders from inferior humans. Your technology is compatible. You will submit for upgrading and assimilation."

Venus' response was to shoot her crescent beam It struck the Cyberman in the chest. Its only reaction was to look at the small dent the attack left. "Damage negligable," it droned. "Function unimpaired."

It's head snapped back up, and its emotionless eyes fixed on Venus. "Unit is hostile. Delete, delete." It raised a hand. A small gun slid out and the Cyberman opened fire on Venus.

She dodged out of the way of the red bolts. A second crescent beam took out the gun. With the Cyberman distracted, Venus focused on delaying the other Cybermen until the other scouts could show up. She fired crescent beams as fast as she could, pausing only to keep track of William.

He was pressed up against the wall. Several unoccupied Cybermen passed by him without even glancing. Venus frowned. _Something's off_, she thought. Her thoughts were interrupted as another Cyberman shot at her.

She leapt out of the way and kept up her barrage of attacks, using everything she could to slow the Cybermen down.

The Cybermen seemed mostly unimpeded. To stop her attacks, they began using their hostages as shields. With no way to get around them, she was unable to do anything but watch as the Cybermen dragged people away. She did her best to block out the screams.

Within minutes, only a few Cybermen were left. Venus tried to follow but the first Cyberman she attacked blocked her way. She tried to dodge around it, but a heavy steel arm swung at her.

It connected, knocking the breath out of her and tossing her backwards. Her back hit the benches, hard. She fell to the dirty floor. Placing her hands on the floor, she forced herself up, doing her best to wipe away the grit from her cheek.

Groaning in pain, she forced herself to stand and face the Cyberman. It marched towards her, hand outstretched. "Delete, delete!" It exclaimed.

Venus prepared herself to attack when a ball of water struck the Cyberman's legs and froze. The Cyberman stopped moving as it looked to the source of the ice. The other four scouts and Charlotte stared down at the Cyberman from the balcony above.

"You possess compatible technology, you will be upgraded," The Cyberman said.

Without any show of effort, it lifted its leg, shattering the ice that had stopped it. It continued its relentless march towards Venus, ignoring the fireballs Mars hit it with over and over.

Charlotte waved her arms in frustration. "Stop wasting your time! Use electricity or gold!"

In response, Sailor Moon hurled her tiara at the Cyberman. The tiara struck and the Cyberman froze. While it was stunned, Venus wrapped her love chain around it, binding it in place.

The other scouts leapt gracefully down from the balcony. Unlike the others who landed on their feet, Sailor Moon tripped and landed on her back. While Sailor Moon groaned and sat up, Charlotte floated down.

Jupiter circled the Cyberman. "What is it?" she asked, keeping a safe distance.

Charlotte stepped over. "Cybermen, cybernetic beings from the planet Mondas. Or what's left of Mondas. It drifted out of your solar system twelve thousand years ago. The Cybermen travel from planet to planet as they grow their numbers. They prefer to remain in the shadows until they've built up a large enough force to capture the planet. Fortunately, they are usually discovered and stopped before they become an infestation. Most worlds have kill on sight orders for Cybermen. Pleading or arguing with them is pointless. They have no emotions. They are killing machines."

Venus frowns "What do they want with those people?"

Charlotte hesitated for a moment as she glanced around at the scouts. She frowned slightly as she answered. "The people are used as labor. They're vital for the construction process."

"Correct," the Cyberman droned as it started to move again. The chain restricted it and it quickly stopped trying to break free.

"Then what's upgrading?" Venus demanded.

The Cyberman regarded her. "They become us."

Sailor Moon frowned. "What do you mean?"

"They become us," the Cyberman repeats. It broke the chain before the scouts could respond. It twisted and grabbed at Venus' throat. "Delete!"

Jupiter hit the Cyberman with a burst of lightning. It let out an electronic moaning howl as it fell to its knees. Once the attack had run its course, the Cybermen fell silent as it crashed, face first, into the ground.

Charlotte regarded the Cyberman for a moment. "This unit is permanently inactive. Electric shock overloaded critical systems. It's little more than a pile of scrap now."

Mercury scanned it with her computer. "Maybe there's a way to trace it back to its origin point."

Charlotte shook her head. "Not likely. Cybermen are very good at not leaving a trail back to their factories. It's why they're so hard to get rid of."

Mercury frowned as she regarded her computer's readout. "Char is right. This Cyberman isn't giving off or receiving any signals. There isn't any kind of program that could take it back either."

At the whoop of sirens, the scouts and Charlotte made a quick exit. Only Venus stayed behind. She de-transformed and went looking for William.

He was out in the lobby, talking to a police officer, as were the many others. William glanced over as she approached. Without hesitation, he flung himself at her and pulled her into a tight hug. "I thought I lost you," he murmured.

She let him hold her, but she felt slightly distant from him. _Why did they ignore you?_ she wondered.

She didn't know much about this new enemy except they were willing to kill, they didn't go down easily and somehow the black trucks were part of it.

And, it seemed, William might be involved.


	5. Chapter 5

Mina was awoken by Ami's gentle prodding. "Mina, are you alright?"

"Wha?" Mina mumbled, looking at her friend with weary eyes. "Fine, just fine."

Mina glanced over at Rei as she sat down. "You're exhausted. We all are."

It was true. Ever since the Cybermen's attack at the concert, the Scouts, Tuxedo Mask and Charlotte had been on patrol every night. Not that it seemed to help much. It was always the same. People would gather, the Cybermen would appear, seemingly from nowhere, seize the people and disappear, often before the scouts could arrive.

The few times they did manage to catch up with the Cybermen, a few Cybermen would remain behind to attack and distract the scouts while the others escaped. Even when the scouts tried to go around the first group, more Cybermen would peel off from the main force to delay the scouts.

It didn't help that they were so hard to get rid of. Every night that passed, the Cybermen seemed to have adapted somewhat to the scout's attacks. Only Jupiter's attacks and Sailor Moon's tiara seemed to have a consistent effect on them. Mars could at least hit the joints and melt them together. Mercury used her ability to douse the Cybermen so Jupiter could electrocute more of them.

It was Venus' attacks that seemingly did nothing. No matter what she hit them with, she barely put a dent in the Cybermen's armor. Even targeting the weaker areas around the joints didn't do much.

Her inability to do much of anything was getting to her. Not only was she seemingly useless, but she was also a liability. While her friends could slow the Cybermen down enough to escape, the Cybermen would march right through Venus' attacks as if they were insects. On more than one occasion, one of the others had to save her.

That, and the lack of sleep, from patrolling night after night, was getting to her. She was exhausted and it was obvious. Bags were forming under her eyes. Her hair was disheveled and she had lost weight. Her grades in the last week had been far below where they usually were. She was increasingly gloomy and irritable.

The only victory they had thus far was the destruction of the black-trimmed Cyberman. Charlotte had informed them that it was the "Cyber-leader." But even that victory didn't stop the Cybermen.

Artemis placed his paws on the table and looked at Mina. "Why don't you get some sleep?"

Mina waved his suggestion away. "We're all tired Artemis. It wouldn't be fair of me to sleep while the others are out and in danger." _Besides, _she thought. _Someone has to watch William._ She hadn't shared her suspicions about his possible involvement with the others. Some part of her still refused to believe that he could ever do such a thing.

Ami sighed as she looked at her clearly exhausted and frustrated friends. "Look, why don't we all take a break for awhile? It's been really stressful week for all of us."

"That might actually mean something if Serena wasn't already snoozing," Rei grumbled.

Serena replied without raising her head. "I'm not sleeping, I'm just resting my eyes. I've seen you more than anyone should have to."

"What's that supposed to mean?" Rei demanded.

Lita pounded her fists on the table. "Enough!" she screamed.

The others fell silent at the rare burst of anger. Lita glanced at the others in embarrassment. "Sorry. I'm just so tired and frustrated that we can't beat these guys."

Serena placed a hand on Lita's shoulder. "I know. But we can beat them. We just need to find their base."

Charlotte crossed her arms. "I've analyzed as much of the city as I can. There appears to be no clear or obvious location. Nor is there any evidence of any kind of underground construction."

Rei glared at Charlotte. "So?"

"So," Charlotte continued. "There are only two possibilities. One is that there are multiple bases. Not likely because if such were the case, they wouldn't have deployed the trucks. The second option, and far more likely, is that they are using a pre-existing structure that has access to almost everywhere in the city."

Ami pulled out her computer. "The subway is the most likely location. It has access points all across the city." She puts something into her computer before she continues speaking.

Mina wasn't paying attention. She rested her head in the crook of her arm and took shallow breaths. She wanted to fall asleep, but her mind was buzzing too loudly. With a huff of frustration, she sat up again. "I'm going for a walk," she announced.

Without waiting for a response, she stepped outside. Unsure of where to go, she wandered aimlessly.

Without realizing it, her feet carried her to William's house. She just stood on the sidewalk, staring at it. _How are you involved? _Mina thought. _Why are you helping them?_

The creek of the front door opening sent her diving into the bushes in front of the house. She watched silently as William stepped outside. He shut the door behind him before stepping out into the street and determinedly walking away.

Mina let him get a ways ahead before following. She shoved her hair into her jacket and pulled the collar up so even if he did turn around he wouldn't recognize her as easily.

She followed him for several miles before he hesitated outside a seemingly abandoned building. Mina slowed down and let the crowd hide her from view as William glanced around.

Seemingly satisfied that no one was paying attention to him, William opened the door and stepped inside. Mina slowly approached the window. She couldn't see anything past the grime and dirt that had accumulated on the panes. Even pressing her face up against the window gave her no idea of what was inside.

Mina reached over and grabbed the door handle. She hesitated for a moment. _I can't just walk in. He'll know I followed him. But, I have to know._

She opened the door and stepped inside before she could change her mind. One glance around the room told her everything she needed to know. _He IS involved, _she thought as she looked over the three black trucks. She held back her tears of pain at the betrayal.

She turned to leave. A familiar voice stopped her. "Mina?"

She glanced over her shoulder to see William stepping out from between two of the trucks.

"William," she replied coldly.

"What are you doing here?"

Mina turned to William. Her response came as an accusation. "Why are you helping the Cybermen?"

"I'm not," William replied earnestly. "I swear, Mina, I have nothing to do with them. I just came here to investigate."

Mina desperately wanted to believe him. But she couldn't. Not anymore. "Stop lying to me!" She shouted.

"Please, Mina I had nothing to do with the Cybermen! I'm not helping them!"

"Incorrect," a voice droned. Mina spun around to see a Cyberman standing in an alcove by the door. It stepped forward, its feet clanging loudly on the floor. It loomed over Mina and William. Its blank faced turned down to regard them. "As predicted, the hostile named Sailor Venus followed you."

Mina gasped. _How do they know who I am?_

William stared blankly at the Cyberman for a moment. "What are you talking about?" He edged himself forward, placing himself between Mina and the unmoving Cyberman.

"This individual is identified as the hostile named Sailor Venus," the Cyberman said again. "In her disguised form she is protected by a perception filter. Such things do not fool Cybermen. We are superior."

"You're lying!" William insisted as he glanced back at Mina. "Isn't it?"

Mina felt oddly calm now. She gazed up at the Cyberman. "You made a mistake," she said.

"Cybermen do not make mistakes. You will be upgraded."

Mina glared up at the expressionless Cyberman. "You assume that I'm going to let you take me." She stepped back from William and transformed.

William stared at her with wide eyes. When the transformation is complete, she looked at William. "I know you probably can't forgive me, but I'm sorry I didn't trust you," She turned her attention to the Cyberman. "Listen up you metal moron. You're going to stand aside and let us go. Then, me and the other scouts are going to come here and turn you to scrap."

In response, the room was filled with a riot of sounds as various areas opened up, including the back of the trucks. Venus spun around to see hundreds of Cybermen marching in perfect unison towards her and William.

"Resistance is futile," the first Cyberman droned. "Delete!" Venus turned back to it in time to see its arm-gun fire at her.

It was too close for her to react, to do anything but watch the streak of impending death bear down on her. Everything seemed to slow down as she watched William dive in front of her.

He grunted as he took the bolt in the chest. He hit the ground, hard. "William!" Venus screamed. She threw herself to his side. One look at the wound and she knew it was fatal. The bolt had charred him to the bone. His breathing was irregular and his eyes were dull with the pain. He looked up into her eyes.

"Mina, run," he ordered.

She pulled him up, holding him tightly in her arms, ignoring the Cybermen that bore down on her. "I won't leave you!"

He reached up and touched her face. "Mina, please. Don't let them catch you. Please."

He focused on something behind her. He threw himself to his feet and into the grasp of the Cyberman as it was reaching for Venus.

"_Run_!" William screamed. "_Run_!" Anything else he had to say was lost as the Cyberman that held him clamped a steel hand over his mouth.

Unable to do anything, Venus leapt to her feet and dashed to the doors. She forced herself to hold her tears back. _I can still save him. I just have to get the others here, quickly! _Guilt washed over her. _It's my fault he's dead. If I had just trusted my heart … If I had trusted him, this wouldn't have happened._

William let out a huff of relief as Sailor Venus ducked out the door. The Cyberman that held him regarded him for a moment. "Diagnosis indicates wounds are fatal. Begin upgrading."

"No," William struggled weakly and uselessly against the Cyberman as it dragged him into a massive underground chamber, filled as far as he could see with hundreds of small chambers.

William was shoved inside one of the chambers. Restraints clamped onto his arms and legs, pinning him in place. "Upgrade in progress," one of the Cybermen droned.

A host of machines popped out of the walls and converged on William's head. He screamed as they went to work. Outside the chamber, the Cybermen stood silently as William began the painful process of entering their ranks.


	6. Chapter 6

"I've found the Cybermen's base!" Venus shouted into her communicator. "They have William! Hurry, please we might be able to save him!"

"We're on our way," Sailor Moon responded.

It didn't take the others long to reach her. They stared silently at the building for a moment. It was Mars who finally spoke. "This place, it looks familiar."

Mercury gasped. "You're right, we've been here before!" She glanced around before pointing to the road behind them. "We walked up this road once. It's where we fought all those diamond pods." She turns back to the building. "This used to be where the Mugen School was!"

Jupiter glared at the building. "They're using the Death-Busters' old base! That's how they've been getting all over the city!"

Tuxedo Mask stared at the building for a moment. "We need a plan. We can't possibly hope to fight our way through them."

Mercury examined the building with her super-computer. "The entire building is surrounded by an energy shield of some sort. There's only one entrance, and I don't think we have time to find another."

Jupiter crossed her arms. "Maybe we could make one."

Charlotte shook her head forlornly. "Unless you have a Class-III warship hidden somewhere in those uniforms, you aren't breaking through that barrier."

Mars frowned. "I feel like we're walking into a trap."

"We don't have a choice!" Venus shouted. "Not if we want to save William!"

Without waiting for the others, Venus strode towards the doors. "Mina, wait!" Sailor Moon called out. "We can't just walk in there!"

Venus replied without slowing. "We have to face them eventually."

Charlotte turned to the others. "It is advisable to strike against the Cybermen now. As you know where their base is, they are likely to relocate as soon as possible."

Jupiter started following Venus. "Char's right. Besides, I'm ready to teach those metal morons a lesson," she growled.

Reluctantly, the others followed. Once inside, they kept an eye out for the Cybermen. "I wonder where they all are," Sailor Moon said before tripping over an exposed pipe. She flailed her arms and squawked as she crashed to the ground.

"Keep it down, meatball head," Mars hissed. "They'll hear you a mile off!"

A steel plate slammed into place, blocking the doors. Mars glared at it. "I knew this was a trap!"

Across the room, another door slid open silently . The group waited for something to happen. After a moment of silence, Venus approached the door and stepped through. The others follow, readying themselves for an ambush.

The opening led to a long flight of stairs that led into darkness. The Senshi, Tuxedo Mask and Charlotte slowly followed the stairs. At the bottom was another door that Venus pushed open. They entered a vast cavern, once the lab of Dr. Tomoe. It was filled with hundreds of upright cylinders in neat rows.

"What are these for?" Sailor Moon asked, poking her head in one.

In response, most of the chambers opened and the cavern was filled with the ringing mechanical sound of the Cybermen's footsteps. In perfect unison, they marched towards the group.

"How many are there?" Sailor Moon asked, slowly backing away.

Charlotte glanced over the Cybermen. "I estimate about four thousand Cybermen," she said. "I fear, in this instance, our odds of success are negligible. I calculate a ninety-seven point three six percent chance that we will be killed or captured."

"Never tell me the odds!" Jupiter snapped as she prepared to attack.

"We're not just going to let them get away with what they've been doing," Mars growled.

The Cybermen stopped one hundred yards away from the group. A single Cyberman approached them. Its emotionless face regarded them as it spoke in a mechanical drone. "You and your technology are compatible. Continued resistance is futile. Submit for upgrading or be deleted."

In response, Jupiter hit the Cyberman with a bolt of electricity. It screeched as it fell to the ground. It fell silent and stopped moving as it hit the concrete. "I think that concludes negotiations," Jupiter said smugly. "Come on! I'll turn you all into scrap!"

The Cybermen began marching towards them. The front row raised their right arms as guns slid out. With chants of "Delete!" they opened fire.

The Scouts attacked back while slowly retreating from the Cybermen. The Cybers fell in dozens from the Scouts' attacks, but kept marching relentlessly forward. The cavern was filled with flashes of light from the Cybermen's lasers and the Senshi's attacks.

Sailor Moon hurled her tiara again and again. It ricocheted off Cybermen, stunning the ones it touched for several seconds. While they were disabled, Mercury doused them with water before Jupiter electrocuted them. Mars hurled a variety of fire attacks at the Cybermen, melting joints before Tuxedo Mask hit them with blasts of energy, making them stagger back and fall.

Charlotte swooped and zoomed around the Cybermen, drawing fire towards her and away from the others while Venus hurled a variety of still-seemingly useless attacks at the Cybermen.

Finally, the group was pinned against a collection of tanks. The Cybermen stopped as a container, slightly larger than the others, opened. Another Cyberman stepped out, this one trimmed in black.

"Another Cyberleader?" Mercury gasped.

Sailor Moon stepped forward. "I'm Sailor Moon, champion of love and justice! In the name of -"

"Your designation is known," the Cyberleader interrupted flatly. "Continued introductions are unnecessary for identification."

"It's rude to interrupt!" Sailor Moon shrieked at the emotionless Cyberleader. "Don't you have any manners?"

Mars snorted derisively. "Does it matter? We're going to scrap him again anyway."

"Previous Cyberleader was deleted," The Cyberman droned. "This unit was recently designated Cyber-leader."

"Come on then you metal moron," Sailor Jupiter growled. "I'll give you the same taste of lightning I gave your buddy."

"Your resistance is futile," The Cyberleader replied. "We are thousands. You are only six."

"Yeah?" Sailor Mars snapped. "We can take them."

She hurled a fireball at the Cyberleader. The fire washed over it, but it remained unmoving. It stared at the scouts. "Your resistance is futile," it repeated. "Submit for upgrading."

Jupiter let lightning dance across her fingers. "Make me."

"As you wish," the Cyberman said.

Something behind the Scouts hissed. They spun around in time to see the containers behind them open and claws seize them.

Venus and Charlotte managed to leap out of the grasp of the claws that grabbed at them. The others weren't as quick. The claws gripped them tightly before dragging them into the chambers and pinning them on upright slabs.

With a whir, a host of saws, drills and other surgical equipment slid out from the walls.

Venus heard her friends screaming as tools descended on them.

"Upgrade in progress," A Cyberman behind the Cyberleader droned. "Life forms and corresponding technology are compatible."

"Negative, do not upgrade," the Cyberleader ordered.

The equipment fell silent, but still hung menacingly over the others. Venus turned to the Cyberleader which regarded her silently.

"Let them go!" Venus shouted at it.

The black-trimmed Cyberman responded. "This unit's memory centers indicates familiarity with you." It droned.

"I try not to make myself familiar with monsters like you," Venus spat. She did her best to put on a brave face despite the situation.

"You are Mina," the Cyberman continued, ignoring Venus' comment. "Confirm."

"Who are you?" Venus demanded, refusing to answer.

"This unit is designated Cyberleader," the Cyberleader paused for a moment. "Prior to conversion, this unit was designated as 'William'."

"What do you mean?" Venus demanded. "I thought you used people as labor!"

Charlotte looked uncomfortable when she answered. "I didn't tell you the whole truth," she admitted. "Cybermen don't just use them as labor. They upgrade humans into them. The process varies; some take the entire body. Others, like this variety seem to take only the brain."

"What?" Mina glanced at Charlotte in shock as realization set in. "You mean, the Cybermen are people?"

"Incorrect," the Cyberleader droned. "Cybermen were people. We take them and upgrade them. They become us. They become superior."

"No," Venus gasped, falling to her knees. She felt tears forming, but forced herself to hold them back. "William..."

Cyber-William held out its hand. "Mina," it said softly. "Join me and we can be together forever. We will never age. We will never die."

Venus looked up into the impassive steel face, looking for any flicker of her William. But all she saw was a shell of steel and flashing lights looking back. The only human part that seemed to be left was the brain in the clear bubble on its forehead.

"Together we will upgrade the Universe. We can end pain and suffering. We will bring peace and unity to all living things. Together, we can free those who are slaves to their emotions."

"What about my friends?" Venus asked, glancing at them. Terror gripped her heart as the host of tools brushed against their heads. For them to die would be bad enough. But for them to become emotionless drones was worse than any fate she could imagine.

"They shall join us." Cyber-William replied flatly. "With their technology and ours, the Universe will be upgraded."

Her mind raced as she tried to come up with a way out of the situation. But she was outnumbered by thousands and her friends were being held hostage. "Prove that emotions are a weakness," she blurted out. "If you can do that, I'll willingly become one of you."

"Mina, don't do it!" Jupiter growled as she struggled against the restraints.

"Get out of here while you can!" Mars added.

Sailor Moon panted, exhausted by her futile struggle against the unyielding restraints. "Mina, get out. Leave us, we'll be fine." She forced herself to smile.

Cyber-William finally responded. "I will give you a choice," it droned. "Submit for upgrading and your friends will live, or flee and remain inferior while your friends are upgraded."

Charlotte leaned over and whispered into Venus' ear. "If this Cyberleader is new, the programing and defenses may not all be in place. There's a chance that, if you hit the brain, the shock of the attack may override the emotional inhibitor and destroy it. That would destroy all the Cybermen. But you'd have to act quickly. There's a very short window."

Venus gritted her teeth at implication. _I need to stay calm_ she thought. _My friends depend on it. I can't kill William… I would never forgive myself. _She glanced at her friends again. _But if I don't my friends suffer a fate worse than or my friends, William or my friends..._

Venus glanced between her friends who had fallen silent and Cyber-William.

At her obvious hesitation, Cyber-William spoke again. "Join me and save the Universe from pain. End the suffering. The sadness. The useless misery and anger brought about by emotions."

"What happened to you, William?" Venus pleaded, desperately hoping to reach any human part that might have remained. "This isn't you!"

"I was freed from my emotions," Cyber-William replied emotionlessly. "I was given clarity. The Universe must be upgraded to receive this gift. To understand true freedom."

Venus couldn't hold back the tears anymore. The choice in front of her was too much. "I loved you William," she choked. "You meant the world to me! Don't I mean anything to you? Does anything we did mean anything?"

Cyber-William regarded her for a moment. "Such feelings are irrelevant. Love brings weakness and suffering. All evidence corroborates. Emotions are a weakness and must be purged."

Venus took a step back, tears flooding down her face. "You're not the William I knew," she whispered.

"Correct," Cyber-William droned. "This unit is now superior. Just as your friends will be superior. As you will be superior, free of emotions and weakness."

"A life without emotion isn't a life worth living," Venus pointed her finger at Cyber-William's exposed brain. She sobbed out the words. "Venus, crescent beam," she choked, but forced herself to say the last word. It came out as an almost inaudible whisper. "Smash."

The streak of golden light shattered the protective casing around Cyber-William's brain. It let out an electronic shriek as its hands came up to its head. Around it, the other Cybermen were having similar reactions. Falling to knees, they let out electronic screams.

One by one, their heads exploded, sending pieces of shrapnel flying in every direction. The bodies crashed to the ground where they lay unmoving.

Venus flinched away as pieces of steel flew around her, leaving small cuts on her exposed skin. As quickly as it started, it ended. Every one of the thousands of Cybermen lay unmoving on the ground. A few of them had wires that sizzled and popped, while some smoldered.

While Charlotte freed the others, Venus hesitantly made her way to the still form of Cyber-William. She stared down at the empty shell, holding back tears. She looked for any trace of the William she had known.

All she saw was a cold, empty shell. The same cold and empty shell she felt in her heart. She was too sad to even shed tears. Instead, she stood silently, staring down at the prone form of what was left of William.

William the boy she loved.

William, the boy she had abandoned.

William, the boy she had killed.

_Not just him, _she thought. _The others were all humans once too. And I killed them._

_I killed all of them._

A hand gently rested on her shoulder. Without looking back, she knew it was Sailor Moon. "Mina? You alright?"

Mina forced herself to smile. "Of course. We beat them, didn't we?" _But at what cost?_

Without further comment, she swept past her friends and towards the exit.

She never looked back.

* * *

_Pain and loss, they define us as much as happiness or love. Whether it's a world or a relationship, everything has its time and everything ends._

Sarah Jane Smith to the 10th Doctor: _School Reunion_: Doctor Who, Series 2

They all sat silently on the steps of the shrine. Even Charlotte, said nothing as she observed the group from her perch next to a pillar. Only the sound of the rain could be heard. It poured in thick sheets that pounded on the roof.

Finally, unable to hold it in, Lita drove her fist into one of the pillars, stripping skin from the knuckle and drawing blood. "What are we doing?" she demanded. "This isn't who we're supposed to be. Sure, we've killed monsters, but never people!" She looked at the blood on her hand as if it represented the blood of all the people she had killed. "Everything we stood for... and we killed them. There must have been another way!" She viciously punched the pillar again as tears pooled in her eyes.

Ami gently took Lita's hand and started wrapping it in bandages as Darien shook his head. "There was no other way," he said gently. "It was either kill the Cybermen or let them make others like them."

"I agree with Darien," Luna said firmly. "There was no other choice."

Artemis nodded. "Exactly. The Cybermen killed them, not you. They weren't people anymore. Just empty shells."

"Is that all William was then?" Mina snapped. Her eyes flared with anger and pain as she looked around at her friends.

Artemis backtracked quickly, "I meant, they would have destroyed the Universe if you hadn't stopped them."

It was too late. Full of rage and pain, Mina stood as the tears streamed down her face. "And we had to decide who lived and who died? Who to sacrifice and who was more important?"

"You are Sailor Scouts," Luna interjected. "It is your duty to do so!"

"Then I don't want it!" Mina screamed. She shoved her hand in her bag and fumbled with something inside. She ripped out her transformation stick and communicator then threw them to the ground at Serena's feet. "I'm done."

Serena's eyes widened as she looked into her friend's eyes. "Mina, wait. You're not thinking clearly! You don't want to do this!"

"I know exactly what I'm doing," Mina spat. "And I never want to see any of you again." She turned to storm away but Serena reached up to grab her arm.

"Mina, please," Serena pleaded. "We need you. We'll never get through this without you."

Mina glanced back. "Thinking of only yourself, as usual."

Serena flinched back at Mina's words. Mina stormed away, ignoring her friends begging her to come back. Artemis made to follow. She only glared at him. "Beat it Artemis," she spat."I said I was done and that means you too."

Artemis froze, only able to stare in disbelief at the retreating figure of Mina. She quickly disappeared in the rainy night. Her friends watched, unable to follow, unable to help. Artemis mewled like a kitten as tears mixed with rain and dripped down his face, soaking his fur.

He stood there, staring after his friend until Ami picked him up and carried him back under the shelter of the shrine's roof. She placed him on the porch where he huddled miserably and refused to talk to anyone.

Hesitantly, Rei stepped out into the rain before kneeling down and scooping up Mina's transformation stick and communicator from the mud. She stared at them for a moment. She forced herself to maintain a stoic expression as she silently she returned to the porch. Serena stared at the objects for a moment, tears pooling in her eyes.

Serena turned and buried herself in Darien's shirt before the tears could flow. "What are we going to do?" she whimpered. "How can we keep going after what we've done?"

Darien held her close, keeping his own guilt buried. "We keep fighting," he replied. "Because there's no one else to do it."

* * *

**Hey all,**

**Just as so you know, I won't start the next story/episode/thing until I've finished In Memoria Patres from my Doctor Who:The Hunger Games series. I'll probably start the next stories of both (Veni, Vidi, Vici and The Maid of Orleans) at the same time, and try to alternate chapters.**


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